Item 1.01 Entry into a Material Definitive Agreement.






Underwriting Agreement

On April 15, 2021, Essential Utilities, Inc. (the "Company") priced an offering (the "Offering") of $400,000,000 2.400% Senior Notes due 2031 (the "Notes"). In connection with the Offering, the Company entered into an underwriting agreement, dated April 15, 2021 (the "Underwriting Agreement"), with Barclays Capital Inc., Morgan Stanley & Co. LLC and Wells Fargo Securities, LLC, as representatives of the several underwriters named therein (the "Underwriters"). The Underwriting Agreement includes customary representations, warranties and covenants by the Company. Under the terms of the Underwriting Agreement, the Company has agreed to indemnify the Underwriters against certain liabilities.

The description of the Underwriting Agreement contained herein is qualified in its entirety by reference to the Underwriting Agreement filed as Exhibit 1.1 to this Current Report and incorporated herein by reference.

The Offering closed on April 19, 2021. The Notes were issued and sold in a registered public offering pursuant to the Company's Registration Statement on Form S-3 (Registration No. 333-255235), including a prospectus supplement dated April 15, 2021 to the prospectus contained therein dated April 15, 2021, filed by the Company with the Securities and Exchange Commission, pursuant to Rule 424(b)(5) under the Securities Act of 1933, as amended (the "Prospectus Supplement").



Indenture

The Notes were issued pursuant to the indenture, dated as of April 23, 2019 (the "Base Indenture"), as supplemented by the First Supplemental Indenture, dated as of April 23, 2019 (the "First Supplemental Indenture"), and the Fifth Supplemental Indenture, dated as of April 19, 2021 (the "Fifth Supplemental Indenture" and, together with the Base Indenture and First Supplemental Indenture, the "Indenture"), each between the Company and U.S. Bank N.A., as trustee. The Notes will bear interest at a rate of 2.400% per annum. Interest on the Notes will be payable semi-annually on May 1 and November 1 of each year, commencing on November 1, 2021. The Notes will mature on May 1, 2031.

The Indenture contains customary terms and covenants, including that upon certain events of default occurring and continuing, either the trustee or the holders of not less than 25% in aggregate principal amount of Notes then outstanding may declare the unpaid principal of such Notes and any accrued and unpaid interest thereon immediately due and payable. In the case of certain events of bankruptcy, insolvency or reorganization relating to the Company, the principal amount of the Notes together with any accrued and unpaid interest thereon will become due and payable.

Upon at least 10 but no more than 60 days' notice to holders of the Notes, the Company may redeem the Notes for cash in whole, at any time, or in part, from time to time, prior to maturity, at redemption prices that include a make-whole premium, plus accrued and unpaid interest, in each case as specified in the Indenture. However, no make-whole premium will be included in the redemption prices for any redemptions on or after February 1, 2031.

The descriptions of the Indenture and the Notes contained herein are qualified in their entirety by reference to the Base Indenture, the First Supplemental Indenture and the Fifth Supplemental Indenture (including the form of global note for the Notes) filed as Exhibits 4.1, 4.2 and 4.3, respectively, to this Current Report and are incorporated herein by reference as though each were fully set forth herein.





Forward-Looking Statements

This Current Report on Form 8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, which generally include words such as "believes," "expects," "intends," "anticipates," "estimates" and similar expressions. The Company can give no assurance that any actual or future results or events discussed in these statements will be achieved. Any forward-looking statements represent its views only as of today and should not be relied upon as representing its views as of any subsequent date. Readers are cautioned that such forward-looking statements are subject to a variety of risks and uncertainties that could cause the Company's actual results to differ materially from the statements contained in this Current Report. Such forward-looking statements include, but are not limited to statements relating to the capital to be invested by the water, wastewater, and gas distribution divisions of the Company and statements relating to the anticipated impact of COVID-19 or the measures to be implemented by the Company as a result of COVID-19. There are important factors that could cause actual results to differ materially from those expressed or implied by such forward-looking statements including, without limitation, disruptions in the global economy, the spread of the COVID-19 virus resulting in business disruptions, and other factors discussed in this Current Report on Form 8-K and in our Annual Report on Form 10-K, which was filed with the Securities and Exchange Commission (the "SEC") on March 1, 2021 and the Prospectus Supplement. For more information regarding risks and uncertainties associated with the Company's business, please refer to the Company's annual, quarterly and other SEC filings. The Company is not under any obligation-and expressly disclaims any such obligation-to update or alter its forward-looking statements whether as a result of new information, future events or otherwise.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an


           Off-Balance Sheet Arrangement of a Registrant.

The information set forth under Item 1.01 is incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.

1.1 Underwriting Agreement, dated April 15, 2021, among Essential Utilities,

Inc. and Barclays Capital Inc., Morgan Stanley & Co. LLC and Wells Fargo

Securities, LLC, as representatives of the several underwriters named in

Schedule I thereto.

4.1 Indenture, dated as of April 23, 2019, between Aqua America, Inc. and

U.S. Bank N.A., as trustee (previously filed as Exhibit 4.4 to the Company's

current report on Form 8-K filed April 23, 2019).

4.2 First Supplemental Indenture, dated as of April 23, 2019, between Aqua

America, Inc. and U.S. Bank N.A., as trustee (previously filed as Exhibit

4.5 to the Company's current report on Form 8-K filed April 23, 2019).

4.3 Fifth Supplemental Indenture, dated as of April 19, 2021 between Essential

Utilities, Inc. and U.S. Bank N.A., as trustee.



 4.4   Form of Global Note for the Notes (included in Exhibit 4.3).

 5.1   Opinion of Simpson Thacher & Bartlett LLP.

 5.2   Opinion of Ballard Spahr LLP.

23.1   Consent of Simpson Thacher & Bartlett LLP (included in Exhibit 5.1).

23.2   Consent of Ballard Spahr LLP (included in Exhibit 5.2).

104 Cover Page Interactive Data File (formatted in inline XBRL)

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